SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the thirty-nine weeks ended September 27, 2003
                                         ------------------

( )      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from __________ to __________

                          Commission File Number 1-5084

                              TASTY BAKING COMPANY

               (Exact name of company as specified in its charter)

        Pennsylvania                                    23-1145880
--------------------------------------------------------------------------------
  (State of Incorporation)                 (IRS Employer Identification Number)


           2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (215) 221-8500
--------------------------------------------------------------------------------
                (Company's Telephone Number, including area code)

Indicate by check mark whether the company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                            Yes X                      No  ___

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
                            Yes X                      No  ___

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:
Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                              Yes                      No  ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

   Common Stock, par value $.50                         8,097,110
--------------------------------------------------------------------------------
         (Title of Class)                      (No. of Shares Outstanding
                                                 as of October 28, 2003)



                                    1 of 13
<PAGE>

                                          TASTY BAKING COMPANY AND SUBSIDIARIES


                                                          INDEX


<TABLE>
<CAPTION>
                                                                                                                    Page

<S>                                                                                                                <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Consolidated Balance Sheets
              September 27, 2003 and December 28, 2002................................................................3

              Consolidated Statements of Operations
              Thirteen and Thirty-nine weeks ended September 27, 2003 and
              September 28, 2002......................................................................................4

              Consolidated Statements of Cash Flows
              Thirty-nine weeks ended September 27, 2003 and September 28, 2002.......................................5

              Notes to Consolidated Financial Statements............................................................6-8

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations..................................................................9-10

Item 3.       Quantitative and Qualitative Disclosures
              About Market Risk .....................................................................................11

Item 4.       Controls and Procedures................................................................................11


PART II.      OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K.......................................................................12

Signature     .......................................................................................................13
</TABLE>




                                                         2 of 13
<PAGE>
 PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements

<TABLE>
<CAPTION>
                                       TASTY BAKING COMPANY AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                                    (unaudited)
                                                      (000's)

------------------------------------------------------------------------------------------------------------------
                                                                 September 27, 2003              December 28, 2002
------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                            <C>
 Current assets:
       Cash                                                                   $ 195                          $ 282
       Receivables, less allowance of $3,570
         and $3,606 respectively                                             21,636                         20,881
       Inventories                                                            5,530                          6,777
       Deferred income taxes                                                  5,138                          5,214
       Prepayments and other                                                  1,497                          2,941
                                                                      --------------------------------------------
             Total current assets                                            33,996                         36,095
                                                                      --------------------------------------------
 Property, plant and equipment:
       Land                                                                   1,098                          1,098
       Buildings and improvements                                            38,126                         37,832
       Machinery and equipment                                              154,136                        148,990
                                                                      --------------------------------------------
                                                                            193,360                        187,920
       Less accumulated depreciation                                        134,540                        129,529
                                                                      --------------------------------------------
                                                                             58,820                         58,391
                                                                      --------------------------------------------
 Long-term receivables from owner/operators                                  10,345                         10,095
 Deferred income taxes                                                        8,843                          8,230
 Spare parts inventory                                                        3,821                          3,699
 Other                                                                          205                             50
                                                                      --------------------------------------------
                                                                             23,214                         22,074
                                                                      --------------------------------------------
 Total assets                                                             $ 116,030                      $ 116,560
                                                                      ============================================
 Current liabilities:
       Current obligations under capital leases                               $ 571                          $ 176
       Notes payable, banks                                                   2,900                          4,500
       Accounts payable                                                       9,811                          6,074
       Accrued payroll and employee benefits                                  5,305                          5,159
       Reserve for restructures                                               1,269                          2,417
       Other                                                                    776                            981
                                                                      --------------------------------------------
          Total current liabilities                                          20,632                         19,307
 Long-term debt                                                               8,000                          9,000
 Long-term obligations under capital leases,
       less current portion                                                   4,715                          3,486
 Reserve for restructures-less current portion                                2,001                          3,568
 Accrued pensions and other liabilities                                      16,932                         15,923
 Postretirement benefits other than pensions                                 17,923                         17,751
                                                                      --------------------------------------------
 Total liabilities                                                           70,203                         69,035
                                                                      --------------------------------------------
 Shareholders' equity:
       Common stock                                                           4,558                          4,558
       Capital in excess of par value of stock                               29,390                         29,433
       Retained earnings                                                     24,846                         26,622
                                                                      --------------------------------------------
                                                                             58,794                         60,613
       Less:
       Treasury stock, at cost                                               12,556                         12,539
       Management Stock Purchase Plan
             receivables and deferrals                                          411                            549
                                                                      --------------------------------------------
                                                                             45,827                         47,525
                                                                      --------------------------------------------
 Total liabilities and shareholders' equity                               $ 116,030                      $ 116,560
                                                                      ============================================

                           See accompanying notes to consolidated financial statements.
</TABLE>


                                                      3 of 13

<PAGE>


<TABLE>
<CAPTION>
                                               TASTY BAKING COMPANY AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                                            (unaudited)
                                                 (000's, except per share amounts)

------------------------------------------------------------------------------------------------------------------------------
                                                 For the Thirteen Weeks Ended             For the Thirty-nine Weeks Ended
                                          September 27, 2003   September 28, 2002(a)  September 27, 2003  September 28, 2002(b)
------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                   <C>                    <C>
Gross Sales                                   $ 60,837               $ 63,652              $ 188,153              $ 193,309
Less discounts and allowances                  (21,889)               (23,671)               (68,029)               (70,582)
                                            ---------------------------------------------------------------------------------
Net Sales                                       38,948                 39,981                120,124                122,727
                                            ---------------------------------------------------------------------------------
Costs and expenses:
      Cost of sales                             26,391                 28,234                 81,347                 81,311
      Depreciation                               1,772                  1,886                  5,249                  5,260
      Selling, general and administrative       13,107                 10,558                 34,906                 32,238
      Restructure charge (reversal)               (129)                     -                   (444)                 1,405
      Interest expense                             223                    225                    644                    781
      Other income, net                           (228)                  (259)                  (721)                  (834)
                                            ---------------------------------------------------------------------------------
                                                41,136                 40,644                120,981                120,161
                                            ---------------------------------------------------------------------------------
Income (loss) before provision for
      income taxes                              (2,188)                  (663)                  (857)                 2,566

Provision (credit) for income taxes               (755)                  (232)                  (296)                   914
                                            ---------------------------------------------------------------------------------

Net income (loss)                             $ (1,433)                $ (431)                $ (561)               $ 1,652
                                            =================================================================================


Average common shares outstanding:
           Basic                                 8,098                  8,078                  8,098                  8,066
           Diluted                               8,114                  8,165                  8,106                  8,178

Per share of common stock:

      Net income (loss): Basic and Diluted      ($0.18)                ($0.05)                ($0.07)                 $0.20
                                            =================================================================================
      Cash dividend                              $0.05                  $0.12                  $0.15                  $0.36
                                            =================================================================================

(a)        An amount of $169 has been reclassified to reflect a correction of certain expenses recorded in cost of
           sales and selling, general and administrative expense.

(b)        An amount of $384 has been reclassified to reflect a correction of certain expenses recorded in cost of
           sales and selling, general and administrative expense.


                                    See accompanying notes to consolidated financial statements.

</TABLE>


                                                              4 of 13



<PAGE>
                                          TASTY BAKING COMPANY AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (unaudited)
                                                         (000's)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                     For the Thirty-nine Weeks Ended
                                                                             September 27, 2003      September 28, 2002(a)
--------------------------------------------------------------------------------------------------------------------------

<S>                                                                                      <C>                    <C>
 Cash flows from (used for) operating activities
       Net income                                                                        $ (561)                $ 1,652
       Adjustments to reconcile net income to net
        cash provided by operating activities:
            Depreciation                                                                  5,249                   5,260
            Restructure charge (reversal)                                                  (444)                  1,405
            Pension expense                                                               1,297                     794
            Deferred taxes                                                                 (406)                      -
            Restructure payments and other                                               (2,110)                 (1,633)
       Changes in assets and liabilities:
            Increase in receivables                                                        (754)                 (1,541)
            Decrease in inventories                                                       1,248                   1,234
            Decrease (increase) in prepayments and other                                  1,312                    (562)
            Increase in accrued payroll, accrued income taxes,
             accounts payable and other current liabilities                               3,680                   1,392
                                                                             --------------------------------------------

       Net cash from operating activities                                                 8,511                   8,001
                                                                             --------------------------------------------

 Cash flows from (used for) investing activities
       Purchase of property, plant and equipment                                         (4,159)                 (4,437)
       Proceeds from owner/operators' loan repayments                                     2,575                   3,091
       Loans to owner/operators                                                          (2,825)                 (2,532)
       Other                                                                               (153)                     80
                                                                             --------------------------------------------

       Net cash used for investing activities                                            (4,562)                 (3,798)
                                                                             --------------------------------------------

 Cash flows from (used for) financing activities
       Dividends paid                                                                    (1,215)                 (2,903)
       Payment of long-term debt                                                         (1,221)                 (1,173)
       Net decrease in short-term debt                                                   (1,600)                   (900)
       Net proceeds from sale of common stock                                                 -                     492
                                                                             --------------------------------------------

       Net cash used for financing activities                                            (4,036)                 (4,484)
                                                                             --------------------------------------------

       Net decrease in cash                                                                 (87)                   (281)

       Cash, beginning of year                                                              282                     367
                                                                             --------------------------------------------

       Cash, end of period                                                                $ 195                    $ 86
                                                                             =============================================


       Supplemental Cash Flow Information:
       Cash paid during the period for:
            Interest                                                                      $ 592                   $ 644
                                                                             =============================================
            Income taxes                                                                   $ 85                   $ 995
                                                                             =============================================
       Noncash investing and financing activities
            Capital lease                                                               $ 1,845                     $ -
                                                                             =============================================

 (a) Certain amounts have been reclassified for comparative purposes.

                              See accompanying notes to consolidated financial statements.

</TABLE>

                                                         5 of 13


<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           All amounts are in (000's)

1.     Significant Accounting Policies
       -------------------------------

       Interim Financial Information
       -----------------------------
       In the opinion of management,  the  accompanying  unaudited  consolidated
       financial statements contain all adjustments  necessary to present fairly
       the  financial  position  of the  company as of  September  27,  2003 and
       December 28,  2002,  the results of its  operations  for the thirteen and
       thirty-nine  weeks ended  September  27, 2003 and  September 28, 2002 and
       cash  flows  for the  thirty-nine  weeks  ended  September  27,  2003 and
       September 28, 2002.  These unaudited  consolidated  financial  statements
       should be read in conjunction with the consolidated  financial statements
       and   footnotes   thereto  in  the   company's   2002  Annual  Report  to
       Shareholders. In addition, the results of operations for the thirteen and
       thirty-nine weeks ended September 27, 2003 are not necessarily indicative
       of the results to be expected for the full year.

       Net Income Per Common Share
       ---------------------------
       Net income per common share is  presented  as basic and diluted  earnings
       per share.  Net income per common  share - Basic is based on the weighted
       average number of common shares  outstanding  during the year. Net income
       per common  share - Diluted is based on the  weighted  average  number of
       common shares and dilutive potential common shares outstanding during the
       year. Dilution is the result of outstanding stock options.

       Stock-Based Compensation
       ------------------------
       The company  measures  stock-based  compensation  in accordance  with APB
       Opinion  No.  25,  "Accounting  for Stock  Issued to  Employees"  and has
       calculated the pro-forma  impact of the  fair-value  method in accordance
       with Statement of Financial  Accounting Standard No. 123, "Accounting for
       Stock-Based Compensation." The calculated difference between the reported
       and pro-forma net income amounts is approximately  $.01 per diluted share
       for the third  quarter of 2003 and less than $.01 per  diluted  share for
       the third quarter of 2002 (see Note 4).

       Pension Plan
       ------------
       The  company's  funding  policy  for its  pension  plan is to  contribute
       amounts  deductible for federal income tax purposes plus such  additional
       amounts,  if any, as the  company's  actuarial  consultants  advise to be
       appropriate.  The company  accrues  normal  periodic  pension  expense or
       income during the year based upon certain  assumptions and estimates from
       its  actuarial  consultants  in  accordance  with  Statement of Financial
       Accounting  Standard  No. 87. These  estimates  and  assumptions  include
       discount  rate,  rate of return on plan assets,  compensation  increases,
       mortality and employee turnover. In addition,  the rate of return on plan
       assets is directly  related to changes in the equity and credit  markets,
       which  can  be  very  volatile.  The  use  of  the  above  estimates  and
       assumptions,  market volatility and the company's election to immediately
       recognize  all gains and losses in excess of its pension  corridor in the
       current year may cause the company to experience  significant  changes in
       its pension expense or income from year to year.  Expenses or income that
       fall outside the corridor are recognized only in the fourth quarter.





                                    6 of 13

<PAGE>

2.     Restructure Charges
       -------------------

       The company  recognized  pre-tax net restructure charge reversals in 2003
       of $129 in the third  quarter,  $95 in the second quarter and $220 in the
       first quarter.  These  reversals  resulted from favorable  settlements of
       certain thrift store lease  contracts.  These  settlements  relate to the
       restructure charges taken during 2002 and 2001.

       During the fourth quarter of 2002, the company  incurred a $4,936 pre-tax
       restructure  charge  related to the closing of twelve thrift stores which
       represented  the  remaining   company   operated   thrift  stores.   This
       restructure  charge also included specific  arrangements made with senior
       executives who departed the company in the fourth quarter of 2002.  There
       were 29 employees terminated as a result of this restructure, of which 25
       were thrift store employees and 4 were corporate executives.

       During the second  quarter of 2002,  the company closed six thrift stores
       and eliminated certain manufacturing and administrative positions.  There
       were 67 employees terminated as a result of this restructure, of which 42
       were  temporary  employees,  13 were thrift store  employees  and 12 were
       corporate  and  administrative  employees.  Costs related to these events
       were included in a pre-tax restructure charge of $1,405.

       During the  fourth  quarter of 2001,  the  company  closed its Dutch Mill
       plant in Wyckoff, New Jersey. In addition,  the company closed two thrift
       stores.  Costs  related  to  these  events  were  included  in a  pre-tax
       restructure charge of $1,728.

       RESTRUCTURE RESERVE ACTIVITY

<TABLE>
<CAPTION>
                                          Balance                              Reclass           Reversal              Balance
                                         12/28/02         Payments             of PP&E          of Reserve             9/27/03
                                      ----------------------------------------------------------------------------------------
<S>                                   <C>              <C>              <C>                 <C>                <C>
       Lease obligations              $     2,078      $       548                   -      $          444     $        1,086
       Severance                            3,403            1,298                   -                   -              2,105
       Fixed Assets                           326                -                 326                   -                  -
       Other                                  178               99                   -                   -                 79
                                      ----------------------------------------------------------------------------------------
       Total                          $     5,985      $     1,945       $         326      $          444     $        3,270
                                      ========================================================================================
</TABLE>

       The  balance  of the  severance  charges  is  expected  to be  paid as of
       December 2005 and the balance of the lease  obligations and other charges
       is expected to be paid as of November 2006.

3.     Inventories
       -----------

       Inventories are classified as follows:

<TABLE>
<CAPTION>
                                                              September 27, 2003          December 28, 2002
                                                             ----------------------------------------------
<S>                                                          <C>                            <C>
       Finished Goods                                        $             2,582            $         2,731
       Work in progress                                                      847                        862
       Raw materials and supplies                                          2,101                      3,184
                                                             ----------------------------------------------
                                                             $             5,530            $         6,777
                                                             ==============================================
</TABLE>



                                         7 of 13

<PAGE>

4.     Stock Option Plans
       ------------------

       On March  27,  2003,  the Board of  Directors  adopted  the Tasty  Baking
       Company 2003 Long Term Incentive Plan (2003 Plan),  which was approved by
       shareholders  at the 2003  Annual  Meeting.  Under  the terms of the 2003
       Plan,  400,000 shares were authorized.  On August 7, 2003, 312,056 of the
       authorized  shares were granted as options to employees  and directors of
       the  company.  In addition on August 7, 2003,  77,344 and 11,250  options
       were granted to employees under the 1997 Long Term Incentive Plan and the
       1994 Long Term  Incentive  Plan,  respectively.  Under these grants,  the
       options  vest  in  three  equal  installments   beginning  on  the  first
       anniversary  date  with a five  year  retention  period  from the date of
       grant.  The option price is determined by the  Compensation  Committee of
       the Board and, in the case of incentive  stock  options,  will be no less
       than the fair  market  value of the shares on the date of grant.  Options
       lapse at the earlier of the  expiration  of the option term  specified by
       the  Compensation  Committee of the Board (not more than ten years in the
       case of incentive  stock  options) or three months  following the date on
       which employment with the company terminates.


<TABLE>
<CAPTION>
                                                                          Three Months Ended          Nine Months Ended
                                                                       9/27/03        9/28/02       9/27/03      9/28/02
<S>                                                               <C>               <C>           <C>             <C>
       Net income (loss) as reported                              $    (1,433)      $     (431)   $     (561)     $  1,652

       Deduct: Total stock-based employee
       compensation expense determined
       under fair value method, net of
       related tax effects                                                (73)             (15)         (118)          (44)
                                                                  ---------------------------------------------------------

       Pro forma net income                                       $    (1,506)      $     (446)    $    (679)      $ 1,608
                                                                  =========================================================

       Earnings per share:
       Basic and Diluted - as reported                                  $(.18)           $(.05)        $(.07)         $.20
                                                                  =========================================================
       Basic and Diluted - pro forma                                    $(.19)           $(.05)        $(.08)         $.20
                                                                  =========================================================
</TABLE>


5.     Credit Facility
       ---------------

       At the conclusion of the third quarter on September 27, 2003, the company
       was not in compliance  with the leverage  covenant in its Credit Facility
       (Facility) with its bank group. This covenant was violated because of the
       loss experienced  during the quarter which reduced the adjusted  earnings
       that the covenant  measures  relative to the company's  outstanding debt.
       The company  has  obtained a waiver of the  non-compliance  for the third
       quarter  and the bank  group has  amended  this  covenant  for the fourth
       quarter.  There are no  restrictions  on the company's  ability to borrow
       under the Facility,  and the company anticipates being in compliance with
       the covenant  over the next twelve  months.  In addition,  the company is
       negotiating  with the bank group to  permanently  amend the covenants and
       extend  the  maturity  of the  Facility.  The  company  expects  that the
       permanent  amendment and extension will be completed  prior to the end of
       its fiscal year on December 27, 2003.


                                    8 of 13

<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES
                           All amounts are in (000's)

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations
              -----------------------------------------------------------

Results of Operations
---------------------

The net loss for the third  quarter of 2003 was $1,433 or $.18 per diluted share
which included a $129 pre-tax  restructure  charge reversal due to the favorable
settlement  of certain  thrift  store  lease  contracts.  Net loss for the third
quarter of 2002 was $431 or $.05 per diluted share.

Net loss for the thirty-nine weeks ended September 27, 2003 was $561 or $.07 per
diluted share which included a $444 pre-tax  restructure  charge reversal due to
the favorable settlement of certain thrift store lease contracts. Net income for
the  thirty-nine  weeks ended  September 28, 2002 was $1,652 or $.20 per diluted
share.  Included in the net income for 2002 was a pre-tax  restructure charge in
the amount of $1,405.

Gross  sales  decreased  by 4.4% in the third  quarter of 2003  relative  to the
comparable  quarter in 2002. Gross sales in the core routes in the third quarter
of 2003 increased 3% driven by the increased  number of routes due to the change
to  route  distribution  on  the  Eastern  Shore  of  Maryland.   Other  factors
contributing  to the  change in route  sales  during  the third  quarter of 2003
included  price  increases  instituted on certain  product lines and new product
introductions,  which were  offset by the  effect of  decreases  in  promotional
activity,  the  discontinuation  of certain Classic Baked Goods varieties and an
increase in the mix of products sold at lower wholesale  selling  prices.  Gross
sales  outside the core routes  decreased by 20.2% in the third  quarter of 2003
versus  2002.  Most of the  decline  in the sales  outside  the core  routes was
related to the  company's  decision to  discontinue  sales to certain west coast
accounts that were deemed unprofitable. The company continues to examine margins
on all lines of business and is focused on increasing profitability.

In the third quarter of 2003,  net sales  decreased by 2.6% compared to the same
period last year.  This  decrease was less than the 4.4% decrease in gross sales
due to a 7.5% reduction in discounts and allowances.  This decrease in discounts
and allowances is attributable to the favorable shift in sales to core routes.

Cost of sales for the third  quarter of 2003  decreased by 6.5%. As a percentage
of gross sales,  cost of sales  decreased one  percentage  point to 43.4% in the
third quarter from 44.4% in the same quarter last year.  This decrease is mostly
the result of a full  quarter of price  increases  on certain  product  lines in
2003. Gross margin after  depreciation,  as a percentage of net sales, was 27.7%
and 24.7% for the third  quarters  of 2003 and 2002,  respectively.  This  three
percentage  point  improvement  resulted  from the combined  effect of the price
increases and reductions in discounts and allowances.

Selling,  general  and  administrative  expenses  for the third  quarter of 2003
increased  by  $2,549  or  24.1%   compared  to  the  third   quarter  of  2003.
Approximately  $2 million of the  increase  was due to  marketing  spending  and
expansion of the direct store delivery  system into the Cleveland and Pittsburgh
markets.  The balance of the increase  resulted from  investment in personnel to
fill key  positions  in the company and  consulting  and legal fees  incurred to
accomplish  company  initiatives.  These  expenses  offset the savings  from the
fourth quarter 2002 closing of the company's  thrift stores and the departure of
certain executives.

The effective  tax rate was 34.5% for the quarter  ended  September 27, 2003 and
35.0% for the quarter  ended  September  28, 2002,  which  compares to a federal
statutory rate of 34%. Differences between the effective rates and the statutory
rate arise from the effect of state income taxes.


                                    9 of 13

<PAGE>

Financial Condition
-------------------

The company has  consistently  demonstrated  the ability to generate  sufficient
cash  flow  from  operations.  Bank  borrowings,   under  the  company's  Credit
Facility(Facility)  with its bank group,  are used to supplement  cash flow from
operations during periods of cyclical shortages.  At the conclusion of the third
quarter on  September  27,  2003,  the  company was not in  compliance  with the
leverage  covenant in the Facility.  This  covenant was violated  because of the
loss experienced during the quarter which reduced the adjusted earnings that the
covenant  measures  relative to the company's  outstanding debt. The company has
obtained a waiver of the non-compliance for the third quarter and the bank group
has amended this covenant for the fourth  quarter.  There are no restrictions on
the company's ability to borrow under the Facility,  and the company anticipates
being in compliance with the covenant over the next twelve months.  In addition,
the  company  is  negotiating  with the  bank  group to  permanently  amend  the
covenants and extend the maturity of the Facility.  The company expects that the
permanent  amendment  and  extension  will be completed  prior to the end of its
fiscal year on December 27, 2003.

Net cash from operating activities for the thirty-nine weeks ended September 27,
2003 increased by $510 compared to the same period in 2002 despite a net loss in
the current year compared to net income in prior year. Certain favorable changes
resulted from improved accounts receivable  turnover and a significant  increase
in the amount of accrued  expenses.  In addition,  there was a reduction in cash
payments for income tax.

Net cash used for investing activities for the thirty-nine weeks ended September
27, 2003 increased by $764 relative to the same period in 2002  principally  due
to a reduction in net proceeds from  owner-operator  loans as new loans exceeded
repayments  in 2003.  This  reduction  was  partially  offset  by lower  capital
expenditures.

Net cash used for financing activities for the thirty-nine weeks ended September
27, 2003  decreased by $448 relative to the  comparable  period in 2002,  due to
larger  repayments  of short-term  and long-term  debt in the current year being
offset by a reduction of dividends paid in the current year. The company reduced
its  quarterly  dividend  to $.05 per share in the first  quarter  of 2003.  The
quarterly dividend had been $.12 per share since 1997.

For the  remainder  of  2003,  the  company  anticipates  that  cash  flow  from
operations,  along with the  continued  availability  of credit under the Credit
Facility,   will  provide  sufficient  cash  to  meet  operating  and  financing
requirements.

Forward-Looking Statements
--------------------------

Certain  matters  discussed  in this Report,  including  those under the heading
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  contain  "forward-looking  statements"  within the  meaning of the
Private  Securities  Litigation  Reform Act of 1995, and are subject to the safe
harbor  created  by that  Act.  These  forward-looking  statements  may  include
comments  about  legal  proceedings,  competition  within the  baking  industry,
availability  and pricing of raw  materials  and capital,  sales growth by route
expansion and distribution  through  existing and other channels,  the company's
business  strategies  and  other  statements   contained  herein  that  are  not
historical  facts.  Because such  forward-looking  statements  involve risks and
uncertainties,  there are important  factors that could cause actual  results to
differ  materially  from those  expressed  or  implied  by such  forward-looking
statements which include changes in general economic or business conditions, the
availability of capital upon terms  acceptable to the company,  the availability
and prices of raw materials, the level of demand for the Company's products, the
outcome of legal  proceedings to which the Company is or may become a party, the
actions of competitors  within the packaged food  industry,  changes in consumer
tastes or  eating  habits,  the  success  of plant  modernization  and  business
strategies implemented by the Company to meet future challenges, and the ability
to develop and market in a timely and  efficient  manner new products  which are
accepted by consumers.  The reader should review  "Management's  Discussion  and
Analysis"  in the  company's  annual  report  on Form  10-K for the  year  ended
December 28, 2002 for a more complete discussion of other risk factors which may
affect the company's financial position or operating performance.







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<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

The  company  has  certain  floating  rate  debt  notes.  Under  current  market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes  receivable from owner operators with rates that adjust every three years,
and,  therefore,  would  partially  offset  the  fluctuations  in the  company's
interest  rates on its notes  payable.  The  company  also has the right to sell
these  notes   receivable,   and  could  use  these   proceeds  to  liquidate  a
corresponding amount of the notes payable.

Item 4.  Controls and Procedures
         -----------------------

The company maintains a system of disclosure controls and procedures designed to
provide reasonable assurance as to the reliability of its consolidated financial
statements  and  other  disclosures   included  in  this  report.   The  company
established a disclosure controls  committee,  which consists of certain members
of  management.  During the second quarter of 2003, the company hired a Director
of  Internal  Control  and  Analysis  who  has  been  actively  involved  in the
evaluation of the disclosure  controls and  procedures.  Within 90 days prior to
the date of filing of this report, the company carried out an evaluation,  under
the supervision and with the  participation  of management,  including the Chief
Executive  Officer and Chief Financial  Officer,  of the design and operation of
the company's disclosure controls and procedures.  Based on this evaluation, the
company's Chief Executive Officer and Chief Financial Officer concluded that the
company's  disclosure  controls and  procedures  are  effective  for  gathering,
analyzing and disclosing the  information the company is required to disclose in
the reports it files pursuant to the Securities and Exchange Act of 1934, within
the time  periods  specified  in the SEC's  rules and forms.  There have been no
significant  changes in the company's internal controls or in other factors that
could  significantly  affect  internal  controls  subsequent to the date of this
evaluation.














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<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a)      Exhibits:

         Exhibit 4.1 - Rights  Agreement dated July 30, 2003 between the company
         and American Stock Transfer and Trust Company, which is incorporated by
         reference to Exhibit 4.1 to the company's report on Form 8-K filed July
         31, 2003

         Exhibit 31.1 -  Certification  of Chief Financial  Officer  pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

         Exhibit 31.2 -  Certification  of Chief Executive  Officer  pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

         Exhibit 32 -  Certification  pursuant  to 18 U.S.C.  Section  1350,  as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)      Reports on Form 8-K

         The company filed the following reports on Form 8-K during the thirteen
         weeks ended September 27, 2003:

         On July 31, 2003, the company furnished a report on Form 8-K under Item
         5,  Other  Events,  attaching  a press  release  announcing  a  regular
         dividend,  adoption of a shareholder rights plan and a stock repurchase
         program,  and under Item 9,  Regulation FD Disclosure,  a press release
         announcing its second quarter 2003 financial results.















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<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE
                                    ---------

Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.





                                             TASTY BAKING COMPANY
                                       -------------------------------------
                                                   (Company)








            November 10, 2003               /s/David S. Marberger
            -----------------          -------------------------------------
                 (Date)                       DAVID S. MARBERGER
                                           SENIOR VICE PRESIDENT AND
                                            CHIEF FINANCIAL OFFICER
                                           (Principal Financial and
                                               Accounting Officer)

















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